Tag Archives | ethics

Talk is Cheap: The Board’s Role in an Ethical Culture

SVDXAs Advertised: Board resolve can be critical to the development of an effective ethical culture — defined as the values that inform the behavior toward the organization’s stakeholders. Features of an ethical culture will be examined, along with its value to the bottom line, company brand and reputation. Examples of effective board involvement will also be explored, that still hold management responsible for operational execution and performance. Continue Reading →

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Review: Whistleblower Laws

In The Successes and Failures of Whistleblower Laws, Robert G. Vaughn puts his life-long interest in perspective. A background with Nader’s Raiders studying federal agencies, work as an attorney representing whistleblowers, academic research and insights gained through study abroad facilitate Vaughn’s ability to evaluate the laws through theory and practice, stories and themes.

From Stanley Milgram to the Stanford prison experiments, My Lai Massacre and civil rights cases, Vaughn explores those who actually took up the adage, ‘question authority’ and the laws that evolved to protect them. He delves into famous cases, such as that of Frank Serpico and Daniel Ellsberg, as well as those far more obscure but also important. We also see how protections largely started in the civil service Continue Reading →

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100 Thought Leaders in Trustworthy Business Behavior

Trust Across AmericaCHESTER, NEW JERSEY, January 14, 2013. Trust Across America, global leaders in information, standards and data, and Who’s Who in trustworthy business has selected 2013′s Top 100 Thought Leaders in Trustworthy Business Behavior. These people collectively represent a group that can genuinely transform the way organizations do business. Consider following us on Twitter.

According to Barbara Kimmel, Executive Director,

The release of this third annual list coincides with the formal launch of Trust Across America’s Campaign for Trust™, a two-year collaborative initiative to reverse the cycle of mistrust in business. Continue Reading →

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Video Friday: Tipping Off the SEC

Watch the What Happens to Tips (in wmv format) by the SEC’s Sean McKessy, Chief of the Office of the Whistleblower, and/or read the transcript below. As Broc Romanek noted, “for the most part, it provides comfort to the potential whistleblower – until you get to this phrase near the end of the video: “SEC enforcement actions can take years to be finalized.” That is a true statement that may scare off a few folks…” Continue Reading →

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Book Review: Owning Our Future

Marjorie Kelly is the rarest of authors, discussing some of the most difficult problems we face but doing so through an easily understood narrative of her own search for answers that is bound to draw in readers from a wide variety of backgrounds. Her analysis is insightful and the recommendations contained in Owning Our Future: The Emerging Ownership Revolution should strike a chord with most, regardless of their political persuasion. We all want a better future for our children. Kelly is pointing in the right direction to make that happen. Continue Reading →

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United States of America v. Carollo, Goldberg and Grimm: Mafia Tactics on Wall Street

Someday, it will go down in history as the first trial of the modern American mafia. Of course, you won’t hear the recent financial corruption case, United States of America v. Carollo, Goldberg and Grimm, called anything like that. If you heard about it at all, you’re probably either in the municipal bond business or married to an antitrust lawyer. Even then, all you probably heard was that a threesome of bit players on Wall Street got convicted of obscure antitrust violations in one of the most inscrutable, jargon-packed legal snoozefests since the government’s massive case against Microsoft in the Nineties – not exactly the thrilling courtroom drama offered by the famed trials of old-school mobsters like Al Capone or Anthony “Tony Ducks” Corallo. Continue Reading →

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ProxyVote.com Encourages Zombie Voting

Proxyvote.com encourages voting by retail shareholders by allowing them to, with one click, set all votes “for” a corporate board’s recommendations, from electing directors and approving executive pay to adopting anti-takeover defenses. Are they just facilitating voting by a group, “whose participation in corporate elections has been in decline of late,” as Broadridge claims, or are they skewing votes to management? (Top U.S. proxy vote site favors boards, critics say, Ross Kerber, Reuters, 5/29/2012) Continue Reading →

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Trillium & Green Century Mark Citizens United Anniversary With Resolutions Urging Halt to Political Donations

On the 2nd anniversary of the Citizens United Supreme Court decision, two investment firms announce that they have filed shareholder resolutions at three companies, Bank of America, 3M & Target Corporation, urging them to refrain from making political donations in the future. This is the first time institutional shareholders have Continue Reading →

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Stakeholder Theory: Impact and Prospects

Stakeholder Theory: Impact and Prospects edited by Robert A. Phillips provides a great education in history to those of us who have been using the term “stakeholder” but who have little idea of its origins.

Honoring the twenty-fifth anniversary of R. Edward Freeman’s Strategic Management: A Stakeholder Approach, Phillips assembles a collection of commentaries and critiques by some of the most influential scholars of
stakeholder theory, with concluding remarks from Freeman himself.

The book starts by delving into citations and moves quickly to address three mischaracterizations of the original work:

  1. The assumption that Freeman approves of CSR – sees CSR as actually Continue Reading →
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Review: Trust & Control in HRM

Trust and Human Resource Management, edited by Rosalind Searle and Denise Skinner highlight trust as key to human resource management (HRM) from pre-entry to post-employment. The collection will be of great value to academics in the HR field and to practitioners interested in enhancing trust levels in their organizations.

Trust has long been associated with organizational effectiveness, efficiency and performance that can more easily grow in a climate of high motivation, Continue Reading →

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FCPA Liability

Two recent developments bring the potential for individual criminal liability under the U.S. Foreign Corrupt Practices Act (“FCPA”) back into the spotlight. These developments underscore the extensive reach of the FCPA, which can extend criminal liability to U.S. and non-U.S. citizens alike and to circumstances where an individual does not have actual Continue Reading →

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Review: The Organizational Ombudsman: Origins, Roles, and Operations–A Legal Guide

Charles L. Howard

I heard Charles L. Howard discuss working on ombuds issues and his book The Organizational Ombudsman during panel presentations at the Silicon Valley Chapter of the National Association of Corporate Directors and at Stanford University. With all the advantages such offices offer to corporations I was wondering why more corporations haven’t set up programs.

At the recent NACD Directorship 100 program I asked that question during a panel focused on whistle-blowing and other mechanisms to report and resolve ethical issues. None of the panelists had any experience with organizational ombudsman at the companies they represented. Looking to the audience of several hundred, they too Continue Reading →

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“Large Number” of Proxy Access Bylaws Predicted: Battle Lines Drawn for American Dream & Ownership Society

According to a recent November 15 newsletter from Latham & Watkins LLP, most companies will adopt a “wait and see” approach for now.  However…

If and when a company receives a shareholder proposal recommending board adoption of a proxy access bylaw, the board may respond (and seek to exclude the proposal from the ballot) by (i) adopting a proxy access bylaw (and claiming the Rule 14a-8 exclusion for substantial Continue Reading →

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Pepper Spray as Meme

At the University of California-Davis, a group of student Occupy Wall Street protesters were pepper sprayed by university police for refusing to vacate the campus quad. Thanks to the widespread availability of phones with cameras, the incident was photographed and recorded by dozens of onlookers. As a result, images and videos of the pepper spraying incident have flooded the internet with millions of views.

The image is striking in several ways. First, nearly everyone watching has a camera or cell phone and is documenting the event. Second, there is a strong visual separation of the police and protesters — the police are standing, while the protesters are seated. Third, the police officer who is spraying protesters has a very casual, removed demeanor and stance. There is no Continue Reading →

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